General Terms and Conditions of Sale

Archroma Management GmbH, its subsidiaries and affiliates (“Archroma”) requires that all visitors and customers to our website(s) (“Site”) agrees and comply with our rules and regulations. By accessing our Site, you have accept our terms and conditions as follow:

Exclusive Application

The conditions set out below apply to all sales of products or materials (“Products”) by Archroma. Any other conditions proposed by Purchaser only apply if expressly agreed upon in writing.

Color Disclaimer

Due to the limitations of desktop scanners and the relative inconsistencies of various display monitors, the colors you see on your screen may not be a totally accurate reproduction of the actual product. We strive to make our colors as accurate as possible, but screen images are intended as a guide only and should not be relied upon for any reason as absolutely correct.

Offer

Delivery Dates

Delivery dates are not binding, unless explicitly declared in writing as binding by Archroma. We will only be liable for late delivery if such late delivery is caused through intentional or grossly negligent act or omission of Archroma.

Return Policy

Payment Conditions

For transactions other than through credit card; Unless explicitly otherwise agreed between Purchaser and Archroma, invoices are payable net within 30 days after the date of the invoice.
Purchaser shall owe and, simultaneously with the payment of the overdue amount, pay Archroma interest on any overdue amount at the rate of LIBOR + 4 %.
Such interest shall be calculated as of the relevant due date up to and including the date of actual payment of the overdue amount.
Under no circumstances shall Purchaser withhold any amount because of a disputed claim of any nature.

Warranty and Liability

Each delivery of Products has to be examined upon receipt. If the Purchaser fails to immediately examine the Products, Archroma shall not be under any liability in respect of defective Products.

Issues concerning the products purchased and/or received must be reported via the “Contact Us” form located in the website within 5 business days of product receipt. Issues reported after this time will not be entertained.

If such complaints are justified, Archroma is entitled to immediately deliver replacement Products or to rectify the Products, thus exempting itself from any further liability.

Nothing in this agreement shall limit or exclude Archroma’s liability for: (a) death or personal injury resulting from negligence; or (b) fraud or fraudulent misrepresentation.

Archroma shall under no circumstances whatever be liable to Purchaser, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, for any: (a) loss of profit; or (b) loss of goodwill; or (c) loss of business; or (d) loss of business opportunity; or (e) loss of anticipated saving; or (f) special, indirect or consequential damage.

Archroma’s total liability arising hereunder or in connection herewith, whether arising in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, shall in all circumstances be limited to the invoice value of the relevant Products.

Risk of Loss

Archroma shall deliver the Products ordered by you at such address as you instructed. The risk of damage to or loss of the Products shall pass to you when the Products have handled over to the logistic company. You shall pay for all transport charges, shipment charges, insurance costs, taxes, government levies and any other expense which may be imposed on the delivery, export and import of the Products to you under this Agreement.

Ownership of Products

Title to the Products shall not pass to you until Archroma has received payment in full (in cash or cleared funds) for such Products and all other sums which are due from you for the sales of the Products. So long as the title in the Products remains in Archroma and you are in default of any of the obligations under the terms and conditions set out in the Agreement or is insolvent, Archroma shall have the right, with or without prior notice to you, to retake possession of the Products (and for such purpose, to enter into any premises occupied by Distributor). Where you re-sells the Products before title of the Products has vested in you, Archroma shall be entitled to the proceeds of sale (including any right to, or to claim, such proceeds) and you shall hold such proceeds of sale on trust for Archroma.

Any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent

Collapse of buildings, fire, explosion or accident

Any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on this clause, or companies in the same group as that party)

Non-performance by suppliers or subcontractors (other than by companies in the same group as the party seeking to rely on this clause)

User Recommendations

Recommendations of Archroma about the use and processing of the Products are of a general nature only and do not exempt the Purchaser from his duty to carry out appropriate testing regarding the fitness of the Products for Purchaser’s particular purposes and processing conditions. Archroma does not make any warranty with regard to the fitness of the Products to Purchaser’s particular use or application and his particular conditions of processing.

Packaging

Unless otherwise agreed, the Purchaser shall dispose of all packaging at his own cost and in accordance with any applicable regulations. In so far as packaging is re-used by Purchaser, any indication on the packaging as to the Product and to Archroma’s name must be entirely removed. Special con¬ditions as notified apply to returnable packaging owned by Archroma.

Safety

Purchaser agrees to assist Archroma (or any other Archroma company) in all aspects as far as the information obligations under Title IV of the Regulation (EC) No 1907/2006 (REACH) are concerned and to comply with its obligations. The requirements set out on the safety data sheet of each specific Product must be complied with by Purchaser when storing, processing and transporting the Products. If delivered Products are classified as hazardous, such Products may only be stored and transported by Purchaser in the required form of packaging and by required means of transport according to their hazard classification. Purchaser shall ensure that the Products are at all times labelled as required by any applicable regulations. In the event that Archroma (or any other Archroma company) during the evaluation of the Product under REACH (i) decides that for environmental, health or safety reasons the Product shall no longer be marketed for a specific use or shall no longer be produced at all, or (ii) Archroma (or any other Archroma company) deems the effort to comply with REACH no longer to be commercially reasonable, in particular but not limited to new toxicological studies needed, Archroma (or any other Archroma company) at its sole discretion may discontinue supplying the Products.

Trademarks

Purchaser must not use any trademarks or copyrights of Archroma (or any other Archroma company) in connection with the goods produced by the Purchaser unless and ex¬cept to the extent he has obtained prior written approval by the owner of the trademark or copyright.

Place of Fulfilment

Assignment

Purchaser shall not assign, totally or partially, the rights and obligations under these conditions and the sales contracts without the prior written consent of Archroma. Archroma may, after having given prior written notice to Purchaser, assign or subcontract any or all of its rights and obligations hereunder in case of a sale of its business and/or that part of its business which includes the Products.

Applicable Law and Jurisdiction

All sales contracts are governed by substantive Swiss law excluding the Vienna Convention on the International Sale of Goods (CISG). Both parties expressly submit to the exclusive jurisdiction of the courts of the Basel, Switzerland.